Terms And Conditions - Health Care Providers
Use of the Site.
Pep Talk Health, Inc. does not practice medicine or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by Healthcare Professionals, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither Pep Talk Health nor any third parties who promote the Services or provide you with a link to the Services shall be liable for any professional advice you provide via the Services. You represent and warrant that you have adequate liability insurance to cover any liability that may arise from your or your staff’s practice while using the Services.
Authorized User Accounts.
When you register on the Site, you are required to create an account (“Account”) by entering your name, email address, phone number, password and certain other information collected by Pep Talk Health (collectively “Account Information”). To create an Account, you must be of legal age to form a binding contract. If you are not of legal age to form a binding contract, you may not register for an Account. You agree that the Account Information that you provide to us at all times, including during registration and in any information you upload to the Site, will be true, accurate, current, and complete. You may not transfer or share your Account password with anyone, or create more than one Account. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. In no event and under no circumstances shall Pep Talk Health be held liable to you for any liabilities or damages resulting from or arising out of your or your staff’s use of the Site, your use of the Account Information or your release of the Account Information to a third party. You may not use anyone else's Account at any time. Pep Talk Health reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Site and your Account Information.
Exclusive Use of the Services.
Restrictions on Submitted Content.
You agree that you will not use the Site or Services to send, post, or publish:
Any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or ethnically offensive, hateful, or embarrassing to any other person or entity;
Any message, data, code, or software that would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, or use trademarks or service marks in an infringing fashion;
Any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s express, written consent;
Any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk e-mail lists or upload;
Any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation; or
Any content or communications intended to impersonate someone else.
Any content you submit is your sole responsibility. Under no circumstances will we be liable in any way for such content or for any loss or damage of any kind incurred as a result of the use of any of such content. We further reserve the right to monitor, delete or modify any submitted content that it deems offensive, inappropriate, advertising, illegal, off-topic or otherwise violates this Agreement.
We may suspend or terminate, in whole or in part, your access to the Site or Services if you violate the terms and conditions set forth in this Section.
Fees and Payment Terms.
You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable except as otherwise specified herein, (i) fees are tiered and based on usage of the platform, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) platform usage cannot be decreased during the relevant term.
You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. By providing Pep Talk Health with your credit card number or PayPal account and associated payment information, you agree that Pep Talk Health is authorized to invoice your account for all fees and charges due and payable to Pep Talk Health based on the usage of then platform and that no additional notice or consent is required. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date. We shall charge your payment card on file within 30 days of using the Services. If the credit card payment method gets rejected or should we not have one on file, we may charge you any associated processing fees in addition to the amount owed. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future usage on payment terms shorter than those specified above.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
Website Links; Third-Party Products.
WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.
WE WILL ALSO NOT BE LIABLE FOR THE OPERATION OR EFFECTIVENESS OF ANY THIRD-PARTY PRODUCT, INCLUDING ANY MEDICAL DEVICES, EVEN IF WE PROVIDE A LINK TO A WEBSITE THAT SELLS SUCH PRODUCTS.
Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, trade names, service marks or logos ("Marks") of Pep Talk Health or other entities. You are not authorized to use any such Marks without the express written permission of Pep Talk Health. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
You may deactivate your Account and end your registration at any time, for any reason by deactivating your Account through the Services’ interface or sending an email to email@example.com. Pep Talk Health may suspend or terminate your use of the Site, your Account and/or registration for any reason at any time. Subject to applicable law, Pep Talk Health reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or content destruction policies. After such termination, Pep Talk Health will have no further obligation to provide the Services.
Right to Modify.
DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PEP TALK HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION.
WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (II) ANY ADVICE YOU GLEAN FROM THE SERVICES WHETHER PROVIDED BY US OR A THIRD PARTY; OR (III) ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES (INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY TRANSCRIPTS). WE DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATION OR CONTENT. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS.
LIMITATION OF LIABILITY.
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PEP TALK HEALTH OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, PLATFORM, OR THIRD PARTY MEDICAL DEVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE.
To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
Pep Talk Health makes no representation that all products, services and/or material described on the Site, or the Services available through the Site, are appropriate or available for use in locations outside the United States or all territories within the United States.
Licensure; Professional Obligations.
As a Health Professional using the Services, you represent and warrant that you hold professional licenses issued by the professional licensing boards in the states where you practice and advanced degrees in either medicine or psychology and have undergone postgraduate training. You agree to maintain all mandatory licenses and to notify us if your licensure status changes, and to comply with all legal obligations.
Obligations of The Parties with Respect to PHI
The parties agrees to: 1) hold and keep PHI strictly confidential and shall not use or disclose PHI other than as permitted or required by this Agreement or as Required By Law; 2) use appropriate safeguards in accordance with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as provided for by this Agreement; 3) report to Covered Entity any use or disclosure of the PHI not provided for by this Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware; 4) ensure that any agent and subcontractors that create, receive, maintain or transmit PHI on behalf of Pep Talk agrees to the same restrictions and conditions that apply through this Agreement to Pep Talk with respect to such information, including the post-termination restrictions and conditions in Section III, A below; 5) make available PHI in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s Obligations under 45 CFR 164.524; 6) make any amendment(s) to PHI in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526; or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526; 7) make its internal practices, books, and records, relating to the use and disclosure of PHI available to the Secretary of Health and Human Services for purposes of determining its compliance with the HIPAA Rules; 8) to the extent Pep Talk is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in performance of such obligations(s); and 9) maintain and make available the information necessary to provide an accounting of disclosures to the Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI.
Unless otherwise limited in this Agreement, Pep Health may use or disclose PHI: on behalf of, or to provide services to, Covered Entity; as required by law; for the proper management and administration of Pep Talk and to carry out its legal responsibilities; or provided Pep Talkobtains reasonable assurances from any third party regarding the confidential handling of the PHI as required under the HIPAA Rules, and the third party notifies Pep Talk of any instances of which it is aware in which the confidentiality of the information has been breached; or provided the information is de-identified.
Covered Entity agrees to: 1) notify Pep Talk of any limitation(s) in its Notice of Privacy Practices to the extent that such limitation may affect Pep Talk's use or disclosure of PHI; 2) notify Pep Talk of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Pep Talk’s use or disclosure of PHI; 3) notify Pep Talk of any restriction to the use or disclosure of PHI that Covered Entity has agreed to, to the extent that such restriction may affect Pep Talk's use or disclosure of PHI.
Pep Talk Health is not responsible for the internet or data bandwidth and signal of your mobile device.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. In accordance with the DMCA, Pep Talk Health has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Pep Talk LLC.